Via Edgar
September 19, 2019
Jennifer Monick, Assistant Chief Accountant
Jorge Bonilla, Staff Accountant
Division of Corporation Finance
Office of Real Estate and Commodities
U.S. Securities and Exchange Commission
100 F Street NE
Washington, DC 20549
| Re: | KBS Growth & Income REIT, Inc. |
Form 10-K for the fiscal year ended December 31, 2018
Filed March 8, 2019
Form 10-Q for the quarterly period ended June 30, 2019
Filed August 13, 2019
File No. 000-56050
Dear Ms. Monick and Mr. Bonilla:
We are writing in response to the comment letter from the Division of Corporation Finance Office of Real Estate and Commodities dated September 10, 2019, regarding KBS Growth & Income REIT, Inc.’s (the “Company”) Form 10-K for the fiscal year ended December 31, 2018 and its Form 10-Q for the quarterly period ended June 30, 2019.
For your convenience, we have reproduced below the comment and included the Company’s response.
Form 10-Q for the quarterly period ended June 30, 2019
Exhibits
Exhibits 31.1 and 31.2, page 42
| 1. | The certifications do not include the introductory language in paragraph 4 referring to internal control over financial reporting and do not include paragraph 4(b) referring to internal control over financial reporting. Similar omissions were made in Exhibits 31.1 and 31.2 of Form 10-Q for the quarterly period ended March 31, 2019. Please file amendments to include the certifications exactly as set forth in Item 601(b)(31) of Regulation S-K. The amendments can be limited to the cover page, explanatory note, signature page and paragraphs 1, 2, 4 and 5 of the certification. Refer to Regulation S-K Compliance & Disclosure Interpretation 246.13. |
Response: The Company acknowledges the Staff’s comment and has filed an amendment to its Form 10-Q for the quarterly period ended June 30, 2019 and its Form 10-Q for the quarterly period ended March 31, 2019, each of which includes revised certifications to include the introductory language in paragraph 4 referring to internal control over financial reporting and paragraph 4(b).
Jennifer Monick, Assistant Chief Accountant
Jorge Bonilla, Staff Accountant
U.S. Securities and Exchange Commission
September 19, 2019
Page 2
If you need any additional information, or if we can be of any further assistance, please call me at (949) 797-0327.
Sincerely, |
/s/ Jeffrey K. Waldvogel |
Jeffrey K. Waldvogel |
Chief Financial Officer |
| cc: | Laura K. Sirianni, Esq. |
DLA Piper LLP (US)